Wilkins v. Sanfilippo (In re Mccallan)
Wilkins v. Sanfilippo (In re Mccallan)
Opinion of the Court
This Adversary Proceeding came before the Court on February 5, 2019, on the Motion to Dismiss filed by the Defendants. (Doc. 18). The Plaintiff was present by counsel Steve Olen and Lucy Tufts and the Defendants were present by counsel Wanda Borges. The Court took the motion under advisement. The motion is now fully briefed (Docs. 26, 27). For the reasons set forth below, the motion to dismiss is denied.
I. Facts
Timothy McCallan filed a petition in bankruptcy pursuant to Chapter 7 of the Bankruptcy Code on November 18, 2016, in the United States Bankruptcy Court for the Middle District of Florida, under Case No. 16-7524-CCJ. On March 30, 2017, this Court ordered Timothy McCallan's case transferred from the Middle District of Florida to this Court (Case No. 17-30961, Docs. 61, 62, 63). Plaintiff Carly Wilkins was appointed Trustee (Case No. 17-30961, Doc. 64).
On November 15, 2018, Wilkins filed a ten-count complaint against Robert J. SanFilippo, Island Vibes Tours Worldwide, LLC, and Island Punch Beverage, LLC. (Doc. 1). The first 7 counts seek to set *363aside certain transfers as fraudulent conveyances under
Defendant, Robert SanFilippo, is an individual who resides in New York. Defendants Island Vibes Tours Worldwide, LLC, and Island Punch Beverage, LLC, are limited liability companies controlled by SanFilippo. On December 18, 2018, the Defendants moved to dismiss the complaint. (Doc. 18).
II. Law
The Court will divide its discussion of the issues here into three parts. In Part A, the Court will consider its subject-matter jurisdiction and its constitutional authority to decide enter a final order. In Part B, the Court will consider whether it has in personam jurisdiction over the Defendants. In Part C, the Court will consider whether the complaint states a claim for which relief may be granted.
A. Subject-Matter Jurisdiction
1. History of Jurisdiction to Hear Bankruptcy Proceedings
Before delving into bankruptcy jurisdiction and the nature of bankruptcy courts, it may be profitable to review some history. In Article I, Section 8, Clause 4 of the Constitution of the United States, Congress is given power "to establish ... uniform Laws on the subject of Bankruptcies throughout the United States." Congress enacted several laws on the subject of bankruptcy in the Nineteenth Century, but it did not attempt to deal with bankruptcies in a comprehensive manner until it passed the Bankruptcy Act of 1898. The 1898 Act governed bankruptcies in the United States for the first three-quarters of the 20th Century. While most commentators considered the 1898 Act to be a successful attempt to establish workable bankruptcy laws, over time it became necessary to modernize the bankruptcy laws. In 1978, Congress enacted the current Bankruptcy Code, which is now in effect-albeit with numerous amendments since then.
One of the improvements of the 1978 Code over the 1898 Act was the establishment of Bankruptcy Courts with broad jurisdiction to hear and determine bankruptcy cases and proceedings which were closely related. Prior to that time, Bankruptcy Judges could only decide matters which were in the Court's "summary" jurisdiction. "Plenary" matters could only be heard in district courts. It was though that the new jurisdictional scheme would streamline and modernize the process.
This state of affairs lasted only a few years, until the Supreme Court handed down Northern Pipeline Construction Co., v. Marathon Pipe Line Co. ,
2. The Current Jurisdictional Scheme
In response to the Supreme Court's decision in Marathon, Congress enacted the present jurisdictional scheme. The Federal Court's jurisdiction over bankruptcy proceedings is defined by
the district courts shall have original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11.
This provision vests all bankruptcy jurisdiction in the district courts.
The leading case on subject matter jurisdiction in this Circuit is Continental Nat'l Bank of Miami v. Sanchez (In re Toledo) ,
The usual articulation of the test to determine whether a civil proceeding is related to bankruptcy is whether the outcome of the proceeding could conceivably have an effect on the estate being administered in bankruptcy. The proceeding need not necessarily be against the debtor or the debtor's property. An action is related to bankruptcy if the outcome could alter the debtor's rights, liabilities, options, or freedom of action (either positively or negatively) and which in any way impacts upon the handling and administration of the bankrupt estate.
Id. at 1345, see also Miller v. Kemira, Inc. (In re Lemco Gypsum, Inc.) ,
Applying the Eleventh Circuit's jurisdictional test in Toledo to this case, it is apparent that the District Court has subject matter jurisdiction. Wilkins seeks to recover money and property which she alleges was fraudulently transferred from Timothy McCallan to the Defendants. This is a matter arising under title 11 as rights under Title 11 are invoked in the complaint. Wilkins seeks to set aside transfers pursuant to
The leading case from the Eleventh Circuit on fraudulent conveyances in bankruptcy courts is *365Senior Transeastern Lenders v. Official Committee of Unsecured Creditors (In re TOUSA, Inc.) ,
Similarly, the United States Supreme Court recently considered whether a Bankruptcy Court could, consistent with Article III of the Constitution, hear a fraudulent conveyance case. Executive Benefits Ins. Agency v. Arkison ,
The Defendants cite Granfinanciera v. Nordberg ,
Bankruptcy Courts routinely hear fraudulent conveyance cases. See USAmeriBank v. Leopard (In re Leopard) , No. 13-CV-2251,
3. This is a Stern Claim Which Will be Treated as Noncore
Having determined that the District Court has subject-matter jurisdiction to hear a fraudulent conveyance action pursuant to
The test for distinguishing core from noncore proceedings has been articulated by the Eleventh Circuit, as follows:
If the proceeding involves a right created by the federal bankruptcy law, it is a core proceeding, for example, an action by the trustee to avoid a preference. If the proceeding is one that would arise only in banrkruptcy, it is also a core proceeding; for example, the filing of a proof of claim or an objection to the discharge of a particular debt. If the proceeding does not invoke a substantive right created by the federal bankruptcy law and is one that could exist outside of bankruptcy it is not a core proceeding; it may be related to the bankruptcy because of its potential effect, but under section 157(c)(1) is is an "otherwise related" or non-core proceeding.
In re Toledo ,
Fraudulent conveyance actions are denominated by statute as core proceedings.
Stern raised, but did not answer, two questions. First, whether there were any other kinds of claims which were, like Stern , defined as core by statute but beyond the powers of a judge not appointed under Article III of the Constitution. Second, when a claim is identified as a Stern claim, what was to be done with it? That is, can a bankruptcy judge treat it as a noncore proceeding and make proposed findings of fact and conclusions of law, or must it abstain completely, leaving the claim for determination in district court in the first instance?
The Supreme Court answered to the second of these two questions, without answering the first, in the context of a fraudulent conveyance action.
*367Executive Benefits Ins. Agency v. Arkison ,
B. This Court has In Personnam Jurisdiction Over the Defendants
Having determined that this Court has subject matter jurisdiction to hear this Adversary Proceeding, the next question is whether this Court has jurisdiction over the Defendants. "When a federal statute provides for nationwide service of process, it becomes the statutory basis for personal jurisdiction." Republic of Panama v. BCCI Holdings (Luxembourg) S.A. ,
A defendant's contacts with the forum state play no magical role in the Fifth Amendment analysis. As a practical matter state lines cannot provide an accurate measure of the burdens that would be imposed on a defendant by requiring him to defend an action in a particular forum. There is nothing inherently burdensome about crossing a state line. Thus, determining whether litigation imposes an undue burden on a litigant cannot be determined by evaluating only a defendant's contacts with the forum state. A court must therefore examine a defendant's aggregate contacts with the nation as a whole rather than his contacts with the forum state in conducting the Fifth Amendment analysis.
The Eleventh Circuit stated that only in "highly unusual cases will inconvenience rise to a level of constitutional concern."
The Defendants cite this Court's decision in Gentry Steel Fabrication, Inc. v. Howard S. Wright Construction Co. (In re Gentry Steel Fabrication, Inc.) ,
In the case at bar, this Court finds that it has in personam jurisdiction over the Defendants. First, they all have minimum contacts with the United States. Second, they have made no showing of inconvenience which would rise to a constitutional level within the meaning of BCCI. The Defendants' argument, that in personam jurisdiction does not exist because of a lack of minimum contacts with the State of Alabama, is rejected because that is not the proper standard.
C. The Complaint States a Claim for Which Relief May be Granted
The Defendants move to dismiss the complaint on the grounds that it fails to state a claim for which relief may be granted. The Defendants argue two grounds in favor of their motion to dismiss. First, they contend that because the bulk of the transfers alleged in the complaint were made through various corporations, and not directly from Timothy McCallan, they are not fraudulent. Second, the Defendants contend that the Trustee's complaint is wholly dependant upon allegations made by Timothy McCallan and because the Court has held, on any number of occasions, that McCallan is not credible, that the complaint should fail. (Doc. 18, pp. 9-11).
"A complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqubal ,
The Defendants allege that none of the corporations named in the complaint, as transferors of funds or property to the Defendant, have anything to do with them. (Doc. 18, pp. 9-10). This is a mere denial of some of the allegations of the complaint. It is axiomatic that, for purposes of ruling on a Rule 12(b)(6) motion that the Court accept as true, the facts alleged. The Trustee alleges that transfers from certain corporations are tantamount to transfers from McCallan himself. Indeed, a recurring theme throughout these proceedings is that McCallan acts through a number of *369instrumentalities, corporations, and individuals. To be sure, the Trustee will be called upon to prove her allegations once this comes to trial. When considering a motion to dismiss, the Court accepts as true all of the well pleaded factual allegations of the complaint. Counts 1 to 7 adequately allege fraudulent conveyances. Count 8 alleges a voidable post-petition transfer. The Defendants make no argument that Count 8 is count is insufficient and the Court finds that the allegations are sufficient. Counts 9 and 10, seeking turnover (
The Defendants argue in their Reply memoranda that this Adversary Proceeding should be dismissed because some of the transfers alleged by the Trustee were beyond the statute of limitations. (Doc. 27, pp. 6-7). As that argument was not raised in the Defendants opening brief the Court will not consider it here.
III. Conclusion
This Court has subject matter jurisdiction to hear the complaint as these are either proceedings "arising under title 11" or "related to" proceedings under title 11. The claims alleged by the Trustee fall within the scope of
Done this 8th day of March, 2019.
The Defendants have filed a number of documents in support of their argument that the corporations have been misnamed. (Doc. 27, Exhibits A-F). The proper way to solve this problem is to permit the Trustee to amend her complaint after she has had the opportunity to do discovery. Naturally, if a named defendant has nothing to do with the wrongdoing alleged by the Trustee, they can be dismissed later. The Court will not weigh the evidence at this phase of the proceedings.
Reference
- Full Case Name
- IN RE Timothy Thomas MCCALLAN, Debtor Carly B. Wilkins v. Robert J. SanFilippo, Island Vibes Tours Worldwide LLC, and Island Punch Beverage LLC
- Cited By
- 1 case
- Status
- Published